C 48/120              EN                            Official Journal of the European Union                                        15.2.2011


              Opinion of the European Economic and Social Committee on the `Green Paper on the
                                       Interconnection of business registers'
                                                             COM(2009) 614 final
                                                                (2011/C 48/21)


                                                           Rapporteur: Ms BONTEA

              On 4 November 2009, the Commission decided to consult the European Economic and Social Committee,
              under Article 262 of the Treaty establishing the European Community, on the

              `Green Paper on the Interconnection of business registers'

              COM(2009) 614 final.

              The Section for the Single Market, Production and Consumption, which was responsible for preparing the
              Committee's work on the subject, adopted its opinion on 8 July 2010.

              At its 465th plenary session, held on 15 and 16 September 2010 (meeting of 16 September), the European
              Economic and Social Committee adopted the following opinion by 65 votes to 13, with 18 abstentions.



1. Conclusions and recommendations                                            in the EU, in order to apply the Company Law Directives
                                                                              effectively, and;
1.1     The Committee is in favour of developing and
strengthening cooperation between business registers across all
EU Member States; this should be underpinned by the principles
of transparency, rapidity, reduced costs, administrative simplifi
cation, adequate protection of personal data and interoper                 -- boosting cross-border cooperation, especially regarding
ability. Cross-border cooperation between business registers                  cross-border mergers and branches in other Member
should guarantee better and more reliable official information                States, making use of the advantages offered by IMI.
for creditors, business partners, shareholders and consumers. It
will provide greater legal certainty and help the internal market
to function more smoothly.

                                                                           1.4    The Committee broadly supports the Green Paper,
                                                                           subject to a comprehensive impact assessment and provided
1.2    The interconnection of business registers should reflect            that no additional administrative burdens are imposed on
the goals of two strategic documents: the Europe 2020                      companies.
strategy (1) and the Small Business Act (SBA) (2). Interconnecting
business registers should increase transparency and facilitate
cooperation between businesses, as well as lower the barriers
to cross-border business activities and reduce administrative
burdens, particularly for SMEs. All of this is crucial to consoli          1.5     The Committee believes that interconnecting business
dating the single market and promoting balanced and                        registers can only create real added value if the network
sustainable economic and social progress, as highlighted in                comprises not only central registers, but all local and regional
the Commission communication Think Small First: Priority to                registers from across the 27 Member States and if the
SMEs  A Small Business Act for Europe (COM(2008) 394 final).              information transmitted within the network  regardless of
                                                                           country of origin  is up-to-date, secure, standardised, readily
                                                                           available via a simple procedure and in all official EU languages,
                                                                           and, preferably, free of charge (at least for basic information).
1.3   The EESC recommends adding new objectives to those
set down in the Green Paper, with a view to:



-- setting up a compulsory cooperation instrument to facilitate            1.6    Should legislative action be taken at EU level, the
   and strengthen the electronic interconnection of central                Committee would highlight the need to take this opportunity
   Member State registers, and in particular with the e-Justice            to amend the rules on publication, in order to reduce the
   portal, making it the main access point for legal information           administrative burden on companies, and particularly SMEs,
                                                                           without reducing transparency, bearing in mind that disclosing
                                                                           information to national official journals entails considerable
(1) Commission Communication: Europe 2020  A strategy for smart,
    sustainable and inclusive growth, COM(2010) 2020 final.                additional costs for businesses, without providing real added
(2) Commission Communication: `Think Small First'  A Small Business       value, given the possibility of accessing this information in
    Act for Europe, COM(2008) 394 final.                                   online registers.
15.2.2011             EN                             Official Journal of the European Union                                        C 48/121


1.7     A governance agreement could be the solution to estab              accordance with the minimum standards applicable to the core
lishing the technical details of business register cooperation.            services they provide under EU legislation.



1.8      To achieve the objectives set out in the Green Paper, the         2.2     However, while official information on companies is
Committee proposes opting for a solution that integrates and               easily available in the country of their registration (business
builds on all of the existing cooperation mechanisms and                   registers in almost all Member States went electronic and
initiatives, especially the EBR (3), BRITE (4), IMI and e-Justice,         online from 1 January 2007), access to the same information
by extending the EBR and developing it as an advanced and                  from another Member State may be hindered by technical
innovative interoperable system  in the form of an ICT service            (different search conditions and structures) or language barriers.
platform and as an effective forecast management instrument
that interconnects business registers across the EU and boosts
cooperation between businesses and the assessment of their
development  which is integrated into the European e-Justice
portal.                                                                    2.3     There is increasing demand for access to information on
                                                                           companies in a cross-border context, either for commercial
                                                                           purposes or to facilitate access to justice, given that the oppor
                                                                           tunities offered by the single market have facilitated expansion
1.9    As regards connecting the network of business registers             beyond national borders. Moreover, a large number of mergers
with the electronic network set up under Directive                         and divisions involve companies from different Member States
2004/109/EC, the Committee believes that an impact                         of the EU, especially as a consequence of Directive 2005/56/EC,
assessment should be carried out, subsequent to the intercon               which requires cooperation between business registers, and it is
nection of all business registers.                                         possible to be registered in one Member State and conduct
                                                                           business activity partly or entirely in another.


1.10    With regard to branches of companies in other
countries, the Committee supports introducing IMI, as an                   2.4    Cross-border business activities have made the day-to-
information system providing a framework for administrative                day cooperation of national, regional or local authorities
cooperation that can be used in support of the application of              and/or business registers a necessity; many tools and initiatives
any piece of internal market legislation.                                  are in place to facilitate voluntary cooperation.



1.11    By designating the competent body to take over,
expand and develop the EBR  which should be mandatory                     3. Summary of the Green Paper
and not voluntary  and ensuring proper funding of the
                                                                           3.1    The Green Paper on the Interconnection of business registers
project from EU funds, the construction of a network of
                                                                           describes the existing framework and considers possible ways
cross-border cooperation that includes business registers from
                                                                           forward to improve access to information on businesses across
all Member States and the achievement in the short- and
                                                                           the EU and to ensure more effective application of the company
medium term of these objectives will be accelerated.
                                                                           law directives.



1.12   Creating a network of business registers should fulfil a
range of functions and provide more tools to facilitate                    3.2    According to the Green Paper, the interconnection of
communication.                                                             business registers serves two distinct but related purposes:



1.13    Cooperation in this field between national and EU insti            -- facilitating access to official, reliable information on
tutions and the social partners and civil society is particularly             companies across borders to increase transparency in the
important.                                                                    single market and enhance the protection of shareholders
                                                                              and third parties;


2. Background

2.1    The EU has 27 business registers, operating on a national           -- strengthening cooperation between business registers in the
or regional basis. They register, examine and store information               case of cross-border procedures, such as cross-border
on companies established in the relevant country or region, in                mergers, seat transfers or insolvency proceedings, as
                                                                              required explicitly by the Directive on cross-border
(3) European Business Register.                                               mergers and by the Statutes for a European Company and
(4) Business Register Interoperability Throughout Europe.                     a European Cooperative Society.
C 48/122             EN                          Official Journal of the European Union                                      15.2.2011


3.3  The Green Paper outlines the existing cooperation                 -- option one is to use the results of the BRITE project and
mechanisms and initiatives:                                               designate or establish a body that is in charge of main
                                                                          taining the necessary services, extended to all Member
                                                                          States;



-- EBR: a voluntary initiative undertaken by business registers
   from 18 Member States and six non-EU States with the                -- option two is to use the IMI system, which is already oper
   support of the European Commission. This is a network of               ational and could be extended in the coming years to new
   business registers whose objective is to offer reliable                areas of EU legislation;
   information on companies. It has certain limitations,
   however, as regards the scope of the network and the
   issue of cooperation in cross-border procedures;


                                                                       -- and option three is to combine the two options.


-- BRITE: a research initiative completed in March 2009, led
   by some of the EBR partners and funded largely by the
   European Commission. Its objectives were to develop and             4. General comments
   implement an advanced and innovative interoperability
   model, an ICT service platform and a management                     4.1     The Committee is in favour of developing and
   instrument for business registers to interact across the            strengthening cooperation between business registers across all
   EU, focusing in particular on cross-border seat transfers           EU Member States with a view to facilitating access to official,
   and mergers, and on enhancing control of branches of                reliable information on businesses and companies and ensuring
   companies registered in other Member States;                        transparency in the single market, while enhancing the
                                                                       protection of shareholders and third parties (creditors,
                                                                       business partners, consumers, etc.), particularly in cross-border
                                                                       procedures (such as cross-border mergers, seat transfers or
                                                                       insolvency proceedings).

-- The Internal Market Information System (IMI): a secure
   web-based application set up in March 2006 and run by
   the Commission. It is a closed network that provides the
   competent authorities in the Member States with a simple            4.2      Considering possible ways forward to improve access to
   tool for finding the relevant partner authority in other            information on businesses across the EU and more effectively
   Member States and communicating with them in a fast                 apply the company law directives is a worthy Commission
   and efficient way. It is being used to support the imple            initiative. Indeed, the Committee broadly supports the Green
   mentation of the Professional Qualifications Directive and          Paper, bearing in mind that a comprehensive impact assessment
   the Services Directive;                                             is necessary, and provided that no additional administrative
                                                                       burdens are imposed on companies.




-- e-Justice: an initiative launched in June 2007 to assist the
   work of judicial authorities and practitioners and facilitate       4.3     The interconnection of business registers should reflect
   public access to judicial and legal information. One                the goals of two strategic documents: the Europe 2020 strategy
   tangible result of the initiative is the European e-Justice         (which calls for stronger cross-border cooperation) and the
   portal, which will be the key point of access to legal              Small Business Act (which aims to `[minimise] costs and
   information, legal and administrative institutions, registers,      burdens for business' in order to `make a major contribution
   data bases and other services. The European e-Justice action        to the success and growth of SMEs by saving them time and
   plan for 2009-2013 deals with issues relating to the inte           money and hence freeing resources for innovation and job
   gration of the EBR into the portal, through a phased                creation', with rigorous assessment of the impact of future legis
   approach (as a link in the first phase, leading on to the           lative and administrative initiatives).
   possibility of its partial integration).



                                                                       4.4    Interconnecting business registers should increase trans
                                                                       parency, improve access to official information on companies
3.4   Essentially, the Green Paper proposes three possible ways        and cooperation between them, and is crucial to consolidating
forward for developing the existing mechanisms of cooperation          the single market and promoting balanced and sustainable
between business registers:                                            economic and social progress.
15.2.2011             EN                           Official Journal of the European Union                                          C 48/123


5. Responses to the questions raised in the Green Paper                  5.3 Whether there is any added value in connecting, in the long term,
                                                                             the network of business registers to the electronic network set up
5.1 Need for a better network of Member State business registers             under the Transparency Directive (2004/109/EC)
5.1.1    In the light of the current situation, the Committee is         5.3.1     As regards connecting the network of business
in favour of developing and strengthening cooperation between            registers with the electronic network of regulated information
business registers across all EU Member States; this should be           on listed companies set up under the Transparency Directive
underpinned by the principles of transparency, rapidity, reduced         (2004/109/EC), the Committee believes that this objective
costs, administrative simplification, adequate protection of             should be subsequent to the full interconnection of all
personal data and interoperability (automatic communication              business registers, and that an impact assessment should be
with local and regional registers).                                      carried out on the technical difficulties involved, the effec
                                                                         tiveness of such a measure, its real added value and the costs
                                                                         involved. It might be more appropriate to use Directive
                                                                         2003/58/EC, which introduced electronic business registers.

5.1.2     The Committee believes that creating a network of
business registers can only bring real added value if it
comprises all local and regional registers from across the 27
Member States and if the information transmitted within the
network  regardless of country of origin  is up-to-date, secure,
standardised, readily available via a simple procedure and in all        5.3.2    Enhanced cooperation between business registers will
official EU languages, and, preferably, free of charge (at least for     also be beneficial as regards potential synergies with the
basic information).                                                      disclosure of company information by other bodies (with
                                                                         respect to improving the transparency of financial markets,
                                                                         enhancing the availability of financial information on listed
                                                                         companies across Europe and ensuring the effective operation
                                                                         of cross-border insolvency proceedings).
5.2 Possibility of determining details of cooperation through a
    `governance agreement' between the representatives of the
    Member States and the business registers

5.2.1     Subject to a cost-benefit analysis as part of a compre
hensive impact assessment, the Committee stresses the need to
expand and strengthen current cooperation between business               5.4 Best solution for facilitating communication between business
registers, and points out that to this end all Member States                 registers in the event of cross-border mergers and seat transfers
must fulfil the obligation to develop their partnership in this          5.4.1     To achieve the objectives set out in the Green Paper,
field, by actively participating in its expansion and taking             the Committee proposes opting for a solution that integrates
decisions on its terms and conditions.                                   and builds on all of the existing cooperation mechanisms and
                                                                         initiatives, especially the EBR, BRITE, IMI and e-Justice, by
                                                                         extending the EBR to all Member States, and developing it as
                                                                         an advanced and innovative interoperable system  in the form
                                                                         of an ICT service platform and as an effective forecast
5.2.2    Following the impact assessment, should EU-level legis          management instrument that interconnects business registers
lative action be deemed necessary in order to create a legal             across the EU and boosts cooperation between businesses and
requirement for cooperation between business registers, the              the assessment of their development  which is integrated into
Committee would highlight the need to take this opportunity              the European e-Justice portal.
to amend the rules on publication in the register, in order to
reduce the administrative burden on companies, and particularly
SMEs, without reducing transparency, bearing in mind that
disclosing information to national register journals entails
considerable additional costs for businesses, without providing
real added value, given the possibility of accessing this
information in online registers.                                         5.4.2     The solution proposed by the Committee (to expand
                                                                         the EBR to all Member States and enhance its functioning by
                                                                         building on the results of the BRITE project and potentially
                                                                         bringing the IMI system into play, while integrating the
                                                                         network into the e-Justice portal) would have the following
5.2.3    It may be useful to create a firmer legal basis for some        effects: it would ensure the continuity of the experience
features of the network, but the details of the cooperation              already built up in managing and administering these IT
should be determined through an agreement on the governance              platforms and maintain their level of recognition and avoid
of the electronic network of business registers At the very least,       the confusion that might arise were a new instrument to be
consideration should be given to factors such as the conditions          launched providing similar or even identical information to that
for joining the network, the designation of a body to manage             contained in the EBR; and multiply the results of the investment
the network, aspects relating to liability, funding, settlement of       already made, including via EU funding, and thus entail lower
disputes, maintenance of the central server and guaranteeing             implementation costs, particularly in the event that the IMI is
access in all official EU languages, along with minimum rules            brought into play or the network integrated into the e-Justice
on data protection and security.                                         portal.
C 48/124              EN                           Official Journal of the European Union                                           15.2.2011


5.5 Solution proposed for branches of companies                             6.4     The interconnection of business registers should include
                                                                            more tools to facilitate communication: search criteria, a set of
5.5.1     The disclosure requirements for foreign branches,                 transparent procedures, agreed upon by all Member States, for
established by Directive 89/666/EEC, render the cooperation                 receiving queries and forwarding responses, the option of
of business registers indispensable in practice to ensure that              receiving electronic documents and certificates, instruments for
information and documents are disclosed when a branch is                    managing queries/responses and monitoring progress,
opened. The Committee supports building on and developing                   procedures for submitting and settling complaints, multilingual
the results of the BRITE project and the solution of automatic              search facilities, set but open questions and answers, a director
notification among registers in order to verify that the relevant           with contact details, etc.
data is accurate and up-to-date and thereby protect the interests
of creditors and consumers coming into contact with the                     6.5     The initiative to interconnect business registers should
branch.                                                                     include all the information which it is mandatory to disclose,
                                                                            giving access to this information from the electronic files in
6. Specific comments                                                        national registers and reducing the administrative burden on
                                                                            companies, without imposing additional fees, particularly on
6.1     In order to achieve full interoperability of business               SMEs. The IMI would appear to be a viable means of facilitating
registers, we need to work out the best solutions to the                    communication between the various Member States' business
problem of removing the current technical (different search                 registers.
conditions and structures) and language barriers (with the
EBR, the solution is that searches can be made in all
                                                                            6.6    When carrying out the impact assessment, the appli
languages and the requested information is provided in the
                                                                            cation of the following aspects should be taken into
language of the query).
                                                                            consideration:

6.2    By designating the competent body to take over, expand               -- a single access point to the network of registers;
and develop the EBR and ensuring proper funding of the project
from EU funds, the construction of a network that includes all
                                                                            -- a single identifier for a company at European level;
Member States and the achievement in the short- and medium
term of these objectives will be accelerated. In future, limitations
consisting of high fees for joining and using EBR software or               -- a uniform system of invoicing;
subscriptions should be overcome, and national-level obstacles
to participation abolished.                                                 -- a European certificate, in the form of an extract from the
                                                                               business register standardised across the EU;
6.3     The interconnection of business registers should not be
limited to maintaining, developing, administering and updating              -- a minimum set of data which should be harmonised and
the network and software; it should also successfully manage                   applied at EU level, including information services of the
relations between participants, promote the system properly                    same quality in every Member State.
among citizens and businesses, participate in programmes
funded by the EU, extend services for new countries and even                6.7    Cooperation in this field between national and EU insti
perform commercial services to generate income, all of which                tutions and the social partners and civil society is particularly
would be ploughed back into developing the network.                         important.



                     Brussels, 16 September 2010.


                                                                                        The President
                                                                       of the European Economic and Social Committee
                                                                                        Mario SEPI
15.2.2011            EN                                 Official Journal of the European Union                                                           C 48/125


                                                                          APPENDIX


                                          to the opinion of the European Economic and Social Committee

            The following amendment, which received at least a quarter of the votes cast, was rejected in the course of the debate
            [Rule 54(3) of the Rules of Procedure]:



            Point 2.1
            Amend as follows:



                 `The EU has 27 business registers, operating on a national or regional basis. They register the listing of company directorships
                 and other legal entities and the auditing of company accounts, the appointment of independent experts and auditors and the
                 filing and publication of accounts in line with under EU legislation examine and store information on companies established in
                 the relevant country or region, in accordance with the minimum standards applicable to the core services they provide.'



            Reason
            Will be given orally.




            Voting
            For:            22
            Against:        24
            Abstentions:    2




            The following section opinion texts were rejected in favour of amendments adopted by the assembly but obtained at least
            a quarter of the votes cast:



            Point 2.2
                 `However, while official information on companies is easily available in the country of their registration (business registers in all
                 Member States went electronic and online from 1 January 2007), access to the same information from another Member State
                 may be hindered by technical (different search conditions and structures) or language barriers.'



            Voting
            For:            44
            Against:        29
            Abstentions:    2




            Point 4.1
                 `The Committee is in favour of developing and strengthening cooperation between business registers across all EU Member States
                 with a view to facilitating access to official, reliable information on companies and ensuring transparency in the single market,
                 while enhancing the protection of shareholders and third parties (creditors, business partners, consumers, etc.), particularly in
                 cross-border procedures (such as cross-border mergers, seat transfers or insolvency proceedings).'



            Voting
            For:            49
            Against:        29
            Abstentions:    5
C 48/126            EN                               Official Journal of the European Union                                                         15.2.2011


           Point 4.4
               `Interconnecting business registers should increase transparency and cooperation between businesses, remove the barriers to cross-
               border business activities and reduce administrative burdens. All of this is crucial to consolidating the single market and
               promoting balanced and sustainable economic and social progress.'




           Voting
           For:           50
           Against:       40
           Abstentions:   6




           Point 4.5
               `The EESC believes that the two objectives set down by the Green Paper are limited, and recommends that two further objectives
               be added. The main objective for the interconnection of business registers should be to set up a forecasting instrument as a
               management tool for assessing the development and performances of EU businesses. This would strengthen strategies and policies
               in the field, at all levels (European, regional and local). The interconnection of business registers should also aim to boost
               cooperation between businesses in the EU.'




           Voting
           For:           54
           Against:       44
           Abstentions:   7




           Point 5.3.1
               `As regards connecting the network of business registers with the electronic network of regulated information on listed companies
               set up under the Transparency Directive (2004/109/EC), the Committee believes that this objective should be subsequent to the
               full interconnection of all business registers, and that an impact assessment should be carried out on the technical difficulties
               involved, the effectiveness of such a measure, its real added value and the costs involved.'




           Voting
           For:           61
           Against:       31
           Abstentions:   8




           Point 5.4.1
               `To achieve the objectives set out in the Green Paper, the Committee proposes opting for a solution that integrates and builds on
               all of the existing cooperation mechanisms and initiatives, especially the EBR, BRITE and e-Justice, by extending the EBR to all
               Member States, and developing it as an advanced and innovative interoperable system  in the form of an ICT service platform
               and as an effective forecast management instrument that interconnects business registers across the EU and boosts cooperation
               between businesses and the assessment of their development  which is integrated into the European e-Justice portal.'




           Voting
           For:           51
           Against:       37
           Abstentions:   7
15.2.2011            EN                                Official Journal of the European Union                                                           C 48/127


            Point 5.4.2
                `The solution proposed by the Committee (to expand the EBR to all Member States and enhance its functioning by building on
                the results of the BRITE project, while integrating the network into the e-Justice portal) would have the following effects: it would
                ensure the continuity of the experience already built up in managing and administering these IT platforms and maintain their
                level of recognition and avoid the confusion that might arise were a new instrument to be launched providing similar or even
                identical information to that contained in the EBR; and multiply the results of the investment already made, including via EU
                funding, and thus entail lower implementation costs.'


            Voting
            For:           55
            Against:       33
            Abstentions:   7


            Point 6.5
                `When settling on a final solution, due consideration must be given to the legal aspects regarding copyright, transmission of data
                and the protection of personal data, in line with national and European legislation.'


            Voting
            For:           53
            Against:       42
            Abstentions:   3



            Point 6.6
                `The initiative to interconnect business registers should envisage including all the information that is required to be disclosed,
                giving access to this information from the company's electronic file in national registers and reducing the administrative burden
                on companies, without imposing additional fees, particularly on SMEs.'


            Voting
            For:           56
            Against:       33
            Abstentions:   3



            Point 6.7
                `Cooperation and partnerships should be promoted with businesses that provide services similar to those carried out by the new
                network of business registers.'


            Voting
            For:           53
            Against:       40
            Abstentions:   1



            Point 1.3
                `The EESC recommends adding two objectives to those set down in the Green Paper, with a view to:


                -- setting up a forecasting instrument as a management tool for assessing the development and performances of EU businesses.
                   This would strengthen strategies and policies in the field, at all levels, and;


                -- boosting cross-border cooperation.'


            Voting
            For:           54
            Against:       38
            Abstentions:   1
C 48/128            EN                               Official Journal of the European Union                                                        15.2.2011


           Point 1.8
               `To achieve the objectives set out in the Green Paper, the Committee proposes opting for a solution that integrates and builds on
               all of the existing cooperation mechanisms and initiatives, especially the EBR (1), BRITE (2) and e-Justice, by extending the EBR
               and developing it as an advanced and innovative interoperable system  in the form of an ICT service platform and as an
               effective forecast management instrument that interconnects business registers across the EU and boosts cooperation between
               businesses and the assessment of their development  which is integrated into the European e-Justice portal.
               ___________
               (1) European Business Register.
               (2) Business Register Interoperability Throughout Europe.'


           Voting
           For:           51
           Against:       37
           Abstentions:   7

           Point 1.10
               `With regard to branches of companies in other countries, the Committee supports building on and developing the results of the
               BRITE project and the solution of automatic notification among registers.'

           Voting
           For:           56
           Against:       33
           Abstentions:   3



           Point 1.11
               `By designating the competent body to take over, expand and develop the EBR and ensuring proper funding of the project from
               EU funds, the construction of a network that includes business registers from all Member States and the achievement in the
               short- and medium term of these objectives will be accelerated.'

           Voting
           For:           54
           Against:       38
           Abstentions:   1
